Share Purchase Agreeement

EXHIBIT 10.1


SHARE PURCHASE AGREEMENT
------------------------


This Share Purchase Agreement ("Agreement"), dated as of April 3, 2000 among Scott Deitler, Jim Toot, Lawrence Deitler and Jim Hult (collectively, "Sellers"), Advanced Ceiling Supplies Corp. ("Advanced Ceiling") and United Venture Group, Inc. ("Buyer") a Delaware Corporation.


W I T N E S S E T H:


A. WHEREAS, Advanced Ceiling is a corporation duly organized under the laws of the State of Colorado.


B. WHEREAS, Buyer wishes to purchase 100% of the outstanding common shares of Advanced Ceiling free and clear of liens and encumbrances from Sellers (the "Purchase Shares").


C. WHEREAS, the parties intend to subsequently merge Advanced Ceiling, the wholly-owned subsidiary, with and into the Buyer.


NOW, THEREFORE, it is agreed among the parties as follows:


ARTICLE I


THE CONSIDERATION
-----------------


1.1 Subject to the conditions set forth herein, Sellers shall sell and Buyer shall purchase 660 shares of common stock of Advanced Ceiling. The transactions contemplated by this Agreement shall be completed simultaneously herewith. The purchase price for the shares to be paid by Buyer to Sellers is $200,000 in cash, and 400,000 shares of common stock of the Buyer (the "Consideration").


ARTICLE II


CONVEYANCE OF SHARES
--------------------


2.1 The Purchase Shares shall be delivered and conveyed by Sellers to Buyer simultaneously herewith, with duly executed stock powers, upon receipt of the Consideration.


ARTICLE III


REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLERS AS TO ADVANCED CEILING
---------------------------------------------------------------------------


Sellers and Advanced Ceiling each hereby, jointly and severally, represent, warrant and covenant to Buyer as follows: 3.1 Advanced Ceiling is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado, and has the corporate power and authority to own or lease its properties and to carry on its business as it is now being conducted. The Articles of Incorporation and Amendments and Bylaws of Advanced Ceiling, copies of which have been delivered to Buyer, are complete and accurate, and the minute books of Advanced Ceiling, copies of which have also been delivered to Buyer, contain a record, which is complete and accurate in all material respects, of all meetings, and all corporate actions of the shareholders and Board of Directors of Advanced Ceiling.


3.2 The authorized capital stock of Advanced Ceiling consists of 50,000,000 shares of common stock. There are 660 shares of Common Stock issued and outstanding. All such shares of capital stock of Advanced Ceiling are validly issued, fully paid and nonassessable. Advanced Ceiling has no outstanding options, warrants, or other rights to purchase, or subscribe to, or other securities convertible into or exchangeable for any shares of capital stock of Advanced Ceiling, or contracts or arrangements of any kind relating to the issuance, sale or transfer of any capital stock or other equity securities of Advanced Ceiling. All of the outstanding shares of capital stock of Advanced Ceiling have been offered, issued, sold and delivered in compliance with applicable federal and state securities laws and none of such securities were, at the time of issuance, subject to preemptive rights.


3.3 Advanced Ceiling does not own nor has it ever owned any outstanding shares of capital stock or other equity interests of any partnership, joint venture, trust, corporation, limited liability company or other entity and there are no obligations of Advanced Ceiling to repurchase, redeem or otherwise acquire any capital stock or equity interest of another entity.


3.4 This Agreement has been duly authorized, validly executed and delivered on behalf of the Sellers and Advanced Ceiling and is a valid and binding agreement and obligation of the Sellers and Advanced Ceiling enforceable against each Seller, jointly and severally, and against Advanced Ceiling in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors' rights generally, and the Sellers and Advanced Ceiling each have complete and unrestricted power to enter into and, upon the appropriate approvals as required by law, to consummate the transactions contemplated by this Agreement.


3.5 Neither the making of nor the compliance with the terms and provisions of this Agreement and consummation of the transactions contemplated herein by Advanced Ceiling will conflict with or result in a breach or violation of the Articles of Incorporation or Bylaws of Advanced Ceiling, or of any material provisions of any indenture, mortgage, deed of trust or other material agreement or instrument to which Advanced Ceiling is a party or by which it or any of its material properties or assets are bound, or of any material provision of any law, statute,


2


rule, regulation, or any existing applicable decree, judgment or order by any court, federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over Advanced Ceiling, or any of its material properties or assets, or will result in the creation or imposition of any material lien, charge or encumbrance upon any material property or assets of Advanced Ceiling pursuant to the terms of any agreement or instrument to which Advanced Ceiling is a party or by which Advanced Ceiling may be bound or to which any of Advanced Ceiling property is subject and no event has occurred with which lapse of time or action by a third party could result in a material breach or violation of or default by Advanced Ceiling. 3.6 Except as disclosed herein, and based upon the representations and warranties of the Buyer set forth herein, no authorization, consent, approval, exemption or other action by or notice to any government entity or filing with or consent of any governmental body is required for the sale of the Purchase Shares to Buyer pursuant to this Agreement.


3.7 There is no claim, legal action, arbitration, governmental investigation or other legal or administrative proceeding, nor any order, decree or judgment in progress, pending or in effect, or to the best knowledge of the Sellers threatened against or relating to Advanced Ceiling or affecting any of its assets, properties, business or capital stock. There is no continuing order, injunction or decree of any court, arbitrator or governmental authority to which Advanced Ceiling is a party or by which Advanced Ceiling or its assets, properties, business or capital stock are bound.


3.8 Advanced Ceiling has accurately prepared and filed all Federal, state and other tax returns required by law, domestic and foreign, to be filed by it, has paid or made provisions for the payment of all taxes shown to be due and all additional assessments, and adequate provisions have been and are reflected in the financial statements of Advanced Ceiling for all current taxes and other charges to which Advanced Ceiling is subject and which are not currently due and payable. None of the Federal income tax returns of Advanced Ceiling have been audited by the Internal Revenue Service or other foreign governmental tax agency. Advanced Ceiling has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) pending or threatened against Advanced Ceiling for any period, nor of any basis for any such assessment, adjustment or contingency.


3.9 Sellers are the legal, beneficial and registered owners of the Purchase Shares, free and clear of any liens, charges, encumbrances, voting trusts, shareholder agreements or rights of any kind granted to any person or entity, or any interest in or the right to purchase or otherwise acquire any of the Purchase Shares from the Sellers at any time upon the happening of any stated event and may transfer such shares without the consent of any third party. Upon closing of the transactions contemplated hereby, the Buyer will acquire all right, title and interest in the Purchase Shares, free and clear of all liens, charges or encumbrances and will have all of Seller's entire right, title and interest in and to the Purchase Shares. All Purchase Shares owned by Sellers is set forth hereto on Schedule 3.9.


3.10 Advanced Ceiling has ...